-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q2LGX9Xa3BdV5UU1/d/0DbYG8UbYWxOTOZZtgCPvWLNx+YeUh8HxheXuCqKzNeKv +7eFnTWyFvVRggEwQIDnvg== 0000820027-04-000472.txt : 20040526 0000820027-04-000472.hdr.sgml : 20040526 20040526163653 ACCESSION NUMBER: 0000820027-04-000472 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20040526 EFFECTIVENESS DATE: 20040526 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AXP GROWTH SERIES INC/MN CENTRAL INDEX KEY: 0000049702 IRS NUMBER: 410962638 STATE OF INCORPORATION: MN FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 002-38355 FILM NUMBER: 04832725 BUSINESS ADDRESS: STREET 1: 50606 AXP FINANCIAL CENTER STREET 2: H27/52 CITY: MINNEAPOLIS STATE: MN ZIP: 55474 BUSINESS PHONE: 6126712772 MAIL ADDRESS: STREET 1: 50606 AXP FINANCIAL CENTER STREET 2: H27/52 CITY: MINNEAPOLIS STATE: MN ZIP: 55474 FORMER COMPANY: FORMER CONFORMED NAME: AXP GROWTH FUND INC DATE OF NAME CHANGE: 20000829 FORMER COMPANY: FORMER CONFORMED NAME: IDS GROWTH FUND INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AXP GROWTH SERIES INC/MN CENTRAL INDEX KEY: 0000049702 IRS NUMBER: 410962638 STATE OF INCORPORATION: MN FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-02111 FILM NUMBER: 04832726 BUSINESS ADDRESS: STREET 1: 50606 AXP FINANCIAL CENTER STREET 2: H27/52 CITY: MINNEAPOLIS STATE: MN ZIP: 55474 BUSINESS PHONE: 6126712772 MAIL ADDRESS: STREET 1: 50606 AXP FINANCIAL CENTER STREET 2: H27/52 CITY: MINNEAPOLIS STATE: MN ZIP: 55474 FORMER COMPANY: FORMER CONFORMED NAME: AXP GROWTH FUND INC DATE OF NAME CHANGE: 20000829 FORMER COMPANY: FORMER CONFORMED NAME: IDS GROWTH FUND INC DATE OF NAME CHANGE: 19920703 485BPOS 1 partabc.txt AXP GROWTH SERIES, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ] Pre-Effective Amendment No. ______ [ ] Post-Effective Amendment No. 78 (File No. 2-38355) [X] ------- and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 54 (File No. 811-2111) [X] --------- AXP GROWTH SERIES, INC. 50606 AXP Financial Center Minneapolis, Minnesota 55474 Leslie L. Ogg - 901 Marquette Ave. So., Suite 2810, Minneapolis, MN 55402-3268 612-330-9283 It is proposed that this filing will become effective (check appropriate box) [ X ] immediately upon filing pursuant to paragraph (b) [ ] on (date) pursuant to paragraph (b) [ ] 60 days after filing pursuant to paragraph (a)(1) [ ] on (date) pursuant to paragraph (a)(1) [ ] 75 days after filing pursuant to paragraph (a)(2) [ ] on (date) pursuant to paragraph (a)(2) of rule 485 If appropriate, check the following box: [ ] this post-effective amendment designates a new effective date for a previously filed post-effective amendment. AXP Growth Fund and AXP Research Opportunities Fund, series of the Registrant, have adopted a master/feeder operating structure. This Post-Effective Amendment includes a signature page for Growth Trust, the master fund. This filing is not intended to supersede the prospectuses, Statements of Additional Information and financial statements for AXP Growth Fund, AXP Large Cap Equity Fund, AXP Large Cap Value Fund and AXP Research Opportunities Fund filed in Registrant's Post-Effective Amendment No. 76 to Registration Statement No. 2-38355 filed on or about September 25, 2003, and the Class I supplements for AXP Growth Fund, AXP Large Cap Equity Fund and AXP Large Cap Value Fund prospectuses and Statements of Additional Information filed in Registrant's Post-Effective Amendment No. 77 to Registration Statement No. 2-38355 filed on or about December 12, 2003. Part A The prospectus for AXP Quantitative Large Cap Equity Fund is incorporated by reference to that filed in Registrant's Post-Effective Amendment No. 76 to Registration Statement No. 2-38355 filed on or about September 25, 2003. AXP(R) Quantitative Large Cap Equity Fund Supplement to the Sept. 29, 2003 Prospectus and Statement of Additional Information (SAI) This supplement describes the Fund's Class I shares and it supplements certain information in the Fund's prospectus and SAI dated Sept. 29, 2003. The caption headings used in this Supplement correspond with the caption headings used in the prospectus and SAI. Prospectus You may purchase Class I shares only if you are an eligible investor, as described under the caption "Buying and Selling Shares" below. PAST PERFORMANCE Class is new as of the date of this supplement and therefore performance information is not shown. The performance table is intended to indicate some of the risks of investing in the Fund by showing changes in the Fund's performance over time. Please note that you will find performance returns, after the deduction of certain taxes, for other classes of shares of the Fund, together with returns of one or more broad measures of market performance, in the performance table of the prospectus. Past performance for Class I for the period prior to the date that the class began operations may be calculated based on the performance of Class A, adjusted to reflect differences in sales charges, although not for other differences in expenses. The use of blended performance generally results in lower performance than Class I shares would have experienced had they been offered for the entire period. FEES AND EXPENSES Fund investors pay various expenses. The table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The table is supplemented as follows: Shareholder Fees (fees paid directly from your investment) Class I Maximum sales charge (load) imposed on purchases (as a percentage of offering price) none Maximum deferred sales charge (load) imposed on sales0 (as a percentage of offering price at time of purchase) none Annual Fund operating expenses(a) (expenses that are deducted from Fund assets) As a percentage of average daily net assets: Class I Management fees(b) 0.63% Distribution (12b-1) fees 0.00% Other expenses(c) 1.02% Total(d) 1.65% Fee waiver/expense reimbursement 0.72% Net Expenses 0.93% (a) Other expenses are based on estimated amounts for the current fiscal year. (b) Includes the impact of a performance incentive adjustment fee that increased the Fund's management fee by 0.03% for the most recent fiscal year. (c) Other expenses include an administrative services fee and other nonadvisory expenses. (d) American Express Financial Corporation (AEFC) and its affiliates have contractually agreed to waive certain fees and to absorb certain other Fund expenses until July 31, 2004. Under this agreement, total expenses will not exceed 0.93% for Class I. Example This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The table is supplemented as follows: 1 year 3 years Class I $95 $450 BUYING AND SELLING SHARES The description of Investment Options is supplemented as follows: If you are an eligible investor, you may purchase Class I shares at net asset value without an initial sales charge or CDSC on redemption. Class I shares do not have annual distribution and service fees, and do not convert to any other class of shares. The following eligible investors may purchase Class I shares: o Any fund distributed by AEFA, if the fund seeks to achieve its investment objective by investing primarily in shares of the Fund and other American Express Funds. In addition, AEFA, at its sole discretion, may accept investments from other purchasers not listed above. The discussion of buying and selling shares is supplemented as follows: You may purchase, redeem or exchange Class I shares only through AEFA (see the back cover of the prospectus for address and telephone number). You may exchange your Class I shares only for Class I shares of another American Express Fund. Statement of Additional Information Investing In The Fund The description of the sales charge is supplemented as follows: For Class I, there is no initial sales charge so the public offering price is the same as the NAV. Agreements The description of the Transfer Agency Agreement is supplemented as follows: The rate for Class I is $1.00 per year. Part B The Statement of Additional Information and financial statements for AXP Quantitative Large Cap Equity Fund are incorporated by reference to that filed in Registrant's Post-Effective Amendment No. 76 to Registration Statement No. 2-38355 filed on or about September 25, 2003. The financial statements for AXP Quantitative Large Cap Equity Fund for the six-month period ended January 31, 2004 are incorporated by reference to that filed on Form N-CSR on or about April 6, 2004. PART C. OTHER INFORMATION Item 22. Exhibits. (a)(1) Articles of Incorporation, as amended November 10, 1988, filed as Exhibit 1 to Post-Effective Amendment No. 38 to Registration Statement No. 2-38355, are incorporated by reference. (a)(2) Articles of Amendment, dated June 16, 1999, filed electronically as Exhibit (a)(2) to Post-Effective Amendment No. 67 to Registration Statement No. 2-38355, are incorporated by reference. (a)(3) Articles of Amendment, dated November 14, 2002, filed electronically as Exhibit (a)(3) to Registrant's Post-Effective Amendment No. 74 to Registration Statement No. 2-38355, is incorporated by reference. (b) By-laws, as amended January 11, 2001 filed electronically as Exhibit (b) to Post-Effective Amendment No. 67 to Registration Statement No. 2-38355, are incorporated by reference. (c) Stock certificate, filed as Exhibit No. 3 to Registrant's Amendment No. 1 to Registration Statement No. 2-38355, dated Feb. 2, 1971, is incorporated by reference. (d)(1) AXP Growth Fund and AXP Research Opportunities Fund, series of the Registrant, have adopted a master/feeder operating structure. Therefore, the Investment Management Services Agreement is with the corresponding master portfolios. Investment Management Services Agreement, dated December 1, 2002, between Growth Trust, on behalf of Aggressive Growth Portfolio, Growth Portfolio and Growth Trends Portfolio, and American Express Financial Corporation, filed electronically as Exhibit (d)(10) to Registrant's Post-Effective Amendment No. 74 to Registration Statement No. 2-38355, is incorporated by reference. (d)(2) Investment Management Services Agreement, dated December 1, 2002, between Registrant, on behalf of AXP Large Cap Equity Fund and AXP Large Cap Value Fund, and American Express Financial Corporation, filed electronically as Exhibit (d)(11) to Registrant's Post-Effective Amendment No. 74 to Registration Statement No. 2-38355, is incorporated by reference. (d)(3) Investment Management Services Agreement, dated January 9, 2003, between Registrant, on behalf of AXP Quantitative Large Cap Equity Fund, and American Express Financial Corporation filed electronically as Exhibit (d)(9) to Registrant's Post-Effective Amendment No. 74 to Registration Statement No. 2-38355, is incorporated by reference. (e)(1) Distribution Agreement, dated July 8, 1999, between AXP Utilities Income Fund, Inc. and American Express Financial Advisors Inc. is incorporated by reference to Exhibit (e) to AXP Utilities Income Fund, Inc. Post-Effective Amendment No. 22, to Registration Statement File No. 33-20872 filed on or about August 27, 1999. Registrant's Distribution Agreement, on behalf of AXP Growth Fund and AXP Research Opportunities Fund, differs from the one incorporated by reference only by the fact that Registrant is one executing party. (e)(2) Distribution Agreement dated January 10, 2002 between Registrant, on behalf of AXP Large Cap Equity Fund, and American Express Financial Advisors Inc. filed electronically as Exhibit (e)(2) to Registrant's Post-Effective Amendment No. 69 filed on or about March 21, 2002 is incorporated by reference. (e)(3) Distribution Agreement dated April 11, 2002 between Registrant, on behalf of AXP Large Cap Value Fund, and American Express Financial Advisors Inc. filed electronically as Exhibit (e)(3) to Registrant's Post-Effective Amendment No. 71 to Registration Statement No. 2-38355, is incorporated by reference. (e)(4) Distribution Agreement dated January 9, 2003, between Registrant, on behalf of AXP Quantitative Large Cap Equity Fund, and American Express Financial Advisors Inc. filed electronically as Exhibit (e)(4) to Registrant's Post-Effective Amendment No. 74 to Registration Statement No. 2-38355, is incorporated by reference. (f) All employees are eligible to participate in a profit sharing plan. Entry into the plan is Jan. 1 or July 1. The Registrant contributes each year an amount up to 15 percent of their annual salaries, the maximum deductible amount permitted under Section 404(a) of the Internal Revenue Code. (g)(1) Custodian Agreement between Registrant, on behalf of AXP Growth Fund, and American Express Trust Company, dated March 20, 1995, filed electronically as Exhibit 8(a) to Registrant's Post-Effective Amendment No. 54 to Registration Statement No. 2-38355, is incorporated by reference. (g)(2) Addendum to the Custodian Agreement, dated March 20, 1995, between IDS Growth Fund, Inc., on behalf of AXP Growth Fund, and American Express Trust Company executed on May 13, 1996, filed electronically as Exhibit 8(c) to Registrant's Post-Effective Amendment No. 60 to Registration Statement No. 2-38355, is incorporated by reference. (g)(3) Custodian Agreement between Registrant, on behalf of IDS Research Opportunities Fund, and American Express Trust Company, dated August 19, 1996, filed electronically as Exhibit No. 8 to Post Effective Amendment No. 58 to Registration Statement No. 2-38355, is incorporated by reference. (g)(4) Addendum to the Custodian Agreement, dated August 19, 1996, between Registrant, on behalf of IDS Research Opportunities Fund, and American Express Trust Company, filed electronically as Exhibit 8(c) to Registrant's Post-Effective Amendment No. 61 to Registration Statement No. 2-38355, is incorporated by reference. (g)(5) Custodian Agreement Amendment between IDS International Fund, Inc. and American Express Trust Company, dated October 9, 1997, filed electronically on or about December 23, 1997 as Exhibit 8(c) to IDS International Fund, Inc. Post-Effective Amendment No. 26 to Registration Statement No. 2-92309, is incorporated by reference. Registrant's Custodian Agreement Amendments, on behalf of AXP Growth Fund and AXP Research Opportunities Fund, differ from the one incorporated by reference only by the fact that Registrant is one executing party. (g)(6) Custodian Agreement dated January 10, 2002, between Registrant, on behalf of AXP Large Cap Equity Fund, and American Express Trust Company filed electronically as Exhibit (g)(7) to Registrant's Post-Effective Amendment No. 69 filed on or about March 21, 2002 is incorporated by reference. (g)(7) Custodian Agreement dated April 11, 2002, between Registrant, on behalf of AXP Large Cap Value Fund, and American Express Trust Company filed electronically as Exhibit (g)(7) to Registrant's Post-Effective Amendment No. 71 to Registration Statement No. 2-38355, is incorporated by reference. (g)(8) Custodian Agreement dated January 9, 2003 between Registrant, on behalf of AXP Quantitative Large Cap Equity Fund, and American Express Trust Company filed electronically as Exhibit (g)(8) to Registrant's Post-Effective Amendment No. 74 to Registration Statement No. 2-38355, is incorporated by reference. (g)(9) Custodian Agreement dated May 13, 1999 between American Express Trust Company and The Bank of New York is incorporated by reference to Exhibit (g)(3) to IDS Precious Metals Fund, Inc. Post-Effective Amendment No. 33, File No. 2-93745 filed on or about May 24, 1999. (g)(10) Custodian Agreement First Amendment between American Express Trust Company and The Bank of New York, dated December 1, 2000, filed electronically as Exhibit (g)(4) to AXP Precious Metals Fund, Inc. Post-Effective Amendment No. 37 to Registration Statement No. 2-93745, filed on or about May 28, 2002 is incorporated by reference. (g)(11) Custodian Agreement Second Amendment between American Express Trust Company and The Bank of New York, dated June 7, 2001, filed electronically as Exhibit (g)(5) to AXP Precious Metals Fund, Inc. Post-Effective Amendment No. 37 to Registration Statement No. 2-93745, filed on or about May 28, 2002 is incorporated by reference. (g)(12) Custodian Agreement Amendment between American Express Trust Company and The Bank of New York, dated January 31, 2002, filed electronically as Exhibit (g)(6) to AXP Precious Metals Fund, Inc. Post-Effective Amendment No. 37 to Registration Statement No. 2-93745, filed on or about May 28, 2002 is incorporated by reference. (g)(13) Custodian Agreement Amendment between American Express Trust Company and The Bank of New York, dated April 29, 2003, filed electronically as Exhibit (g)(8) to AXP Partners Series, Inc. Post-Effective Amendment No. 7 to Registration Statement No. 333-57852, filed on or about May 22, 2003, is incorporated by reference. (h)(1) Administrative Services Agreement between Registrant, on behalf of AXP Growth Fund, and American Express Financial Corporation, dated March 20, 1995, filed electronically as Exhibit 9(e) to Registrant's Post-Effective Amendment No. 54 to Registration Statement No. 2-38355, is incorporated by reference. (h)(2) Amendment to Administrative Services Agreement dated March 9, 1999 between AXP Growth Fund and American Express Financial Corporation is incorporated by reference to Exhibit (h)(2) to Registrant's Post-Effective Amendment No. 66 filed on or about Sept. 29, 2000. (h)(3) Amendment to Administrative Services Agreement dated June 3, 2002, between AXP Growth Series, Inc., on behalf of AXP Growth Fund, and American Express Financial Corporation filed electronically as Exhibit (h)(3) to Registrant's Post-Effective Amendment No. 71 to Registration Statement No. 2-38355, is incorporated by reference. (h)(4) Administrative Services Agreement between Registrant, on behalf of IDS Research Opportunities Fund, and American Express Financial corporation, dated August 19, 1996, filed electronically as Exhibit No. 9(e) to Post-Effective Amendment No. 58 to Registration Statement No. 2-38355, is incorporated by reference. (h)(5) Amendment to Administrative Services Agreement dated June 3, 2002, between AXP Growth Series, Inc., on behalf of AXP Research Opportunities Fund, and American Express Financial Corporation filed electronically as Exhibit (h)(5) to Registrant's Post-Effective Amendment No. 71 to Registration Statement No. 2-38355, is incorporated by reference. (h)(6) Administrative Services Agreement dated January 10, 2002, between Registrant, on behalf of AXP Large Cap Equity Fund, and American Express Financial Corporation filed electronically as Exhibit (h)(12) to Registrant's Post-Effective Amendment No. 69 filed on or about March 21, 2002 is incorporated by reference. (h)(7) Amendment to Administrative Services Agreement dated June 3, 2002, between AXP Growth Series, Inc. on behalf of AXP Large Cap Equity Fund and American Express Financial Corporation filed electronically as Exhibit (h)(7) to Registrant's Post-Effective Amendment No. 71 to Registration Statement No. 2-38355, is incorporated by reference. (h)(8) Administrative Services Agreement dated April 11, 2002 between Registrant, on behalf of AXP Large Cap Value Fund, and American Express Financial Corporation, filed electronically as Exhibit (h)(8) to Registrant's Post-Effective Amendment No. 71 to Registration Statement No. 2-38355, is incorporated by reference. (h)(9) Administrative Services Agreement dated January 9, 2003, between Registrant, on behalf of AXP Quantitative Large Cap Equity Fund, and American Express Financial Corporation filed electronically as Exhibit (h)(9) to Registrant's Post-Effective Amendment No. 74 to Registration Statement No. 2-38355, is incorporated by reference. (h)(10) Agreement of Merger, dated April 10, 1986, filed as Exhibit No. 9 to Post-Effective Amendment No. 33 to Registration Statement No. 2-38355, is incorporated by reference. (h)(11) Agreement and Plan of Reorganization, dated March 10, 2000, between Strategist Growth Fund, Inc. on behalf of Strategist Growth Fund and AXP Growth Series, Inc. on behalf of AXP Growth Fund is incorporated by reference to Exhibit (h)(11), to Registrant's Post-Effective Amendment No. 66 filed on or about Sept. 29, 2000. (h)(12) Agreement and Plan of Reorganization, dated March 10, 2000, between Strategist Growth Fund, Inc. on behalf of Strategist Special Growth Fund and AXP Growth Series, Inc. on behalf of AXP Research Opportunities Fund is incorporated by reference to Exhibit (h)(12), to Registrant's Post-Effective Amendment No. 66 filed on or about Sept. 29, 2000. (h)(13) License Agreement between Registrant and IDS Financial Corporation, dated January 25, 1988, filed as Exhibit 9(c) to Post-Effective Amendment No. 38 to Registration Statement No. 2-38355, is incorporated by reference. (h)(14) License Agreement between Registrant, on behalf of IDS Research Opportunities Fund, and American Express Financial Corporation, dated August 19, 1996, filed electronically as Exhibit No. 9(c) to Post-Effective Amendment No. 58 to Registration Statement No. 2-38355, is incorporated by reference. (h)(15) License Agreement, dated June 17, 1999, between the American Express Funds and American Express Company, filed electronically on or about September 23, 1999 as Exhibit (h)(4) to AXP Stock Fund, Inc.'s Post-Effective Amendment No. 98 to Registration Statement No. 2-11358, is incorporated by reference. (h)(16) Class Y Shareholder Service Agreement between IDS Precious Metals Fund, Inc. and American Express Financial Advisors Inc., dated May 9, 1997, filed electronically on or about May 27, 1997 as Exhibit 9(e) to IDS Precious Metals Fund, Inc. Amendment No. 30 to Registration Statement No. 2-93745, is incorporated by reference. Registrant's Class Y Shareholder Service Agreement, on behalf of AXP Growth Fund and AXP Research Opportunities Fund, differs from the one incorporated by reference only by the fact that Registrant is one executing party. (h)(17) Class Y Shareholder Service Agreement dated January 10, 2002, between Registrant, on behalf of AXP Large Cap Equity Fund, and American Express Financial Advisors Inc. filed electronically as Exhibit (h)(13) to Registrant's Post-Effective Amendment No. 69 filed on or about March 21, 2002 is incorporated by reference. (h)(18) Class Y Shareholder Service Agreement dated April 11, 2002 between Registrant, on behalf of AXP Large Cap Value Fund, and American Express Financial Advisors Inc., filed electronically as Exhibit (h)(17) to Registrant's Post-Effective Amendment No. 71 to Registration Statement No. 2-38355, is incorporated by reference. (h)(19) Class Y Shareholder Service Agreement dated January 9, 2003, between Registrant, on behalf of AXP Quantitative Large Cap Equity Fund, and American Express Financial Advisors Inc. filed electronically as Exhibit (h)(19) to Registrant's Post-Effective Amendment No. 74 to Registration Statement No. 2-38355, is incorporated by reference. (h)(20) Transfer Agency Agreement, dated May 1, 2003 between Registrant on behalf of AXP Growth Fund, AXP Large Cap Equity Fund, AXP Large Cap Value Fund, AXP Quantitative Large Cap Equity Fund and AXP Research Opportunities Fund and American Express Client Service Corporation, filed electronically as Exhibit (h)(20) to Registrant's Post-Effective Amendment No. 75 to Registration Statement No. 2-38355, is incorporated by reference. (h)(21) Class I Shares Transfer Agency Agreement between the American Express Funds and American Express Client Service Corporation, dated Nov. 13, 2003, filed electronically on or about Nov. 25, 2003 as Exhibit (h)(9), to AXP Stock Series, Inc. Post-Effective Amendment No. 105 to Registration Statement No. 2-11358 is incorporated by reference. (i) Opinion and Consent of Counsel as to the legality of the securities being registered is filed electronically herewith. (j) Independent Auditors' Consent is filed electronically herewith. (k) Financial Statements: Not Applicable. (l) Initial Capital Agreements: Not Applicable. (m)(1) Plan and Agreement of Distribution dated July 1, 1999 between Registrant, on behalf AXP Growth Fund and AXP Research Opportunities Fund, and American Express Financial Advisors Inc., is incorporated by reference to Exhibit (m) to AXP Discovery Fund, Inc.'s Post-Effective Amendment No. 36, file No. 2-72174 filed on or about July 30, 1999. (m)(2) Plan and Agreement of Distribution dated January 10, 2002, between Registrant, on behalf of AXP Large Cap Equity Fund, and American Express Financial Advisors Inc. filed electronically as Exhibit (m)(3) to Registrant's Post-Effective Amendment No. 69 filed on or about March 21, 2002 is incorporated by reference. (m)(3) Plan and Agreement of Distribution dated April 11, 2002 between Registrant, on behalf of AXP Large Cap Value Fund, and American Express Financial Advisors Inc., filed electronically as Exhibit (m)(3) to Registrant's Post-Effective Amendment No. 71 to Registration Statement No. 2-38355, is incorporated by reference. (m)(4) Plan and Agreement of Distribution dated January 9, 2003, between Registrant, on behalf of AXP Quantitative Large Cap Equity Fund, and American Express Financial Advisors Inc. filed electronically as Exhibit (m)(4) to Registrant's Post-Effective Amendment No. 74 to Registration Statement No. 2-38355, is incorporated by reference. (m)(5) Plan and Agreement of Distribution For Class C Shares dated March 9, 2000 between AXP Bond Fund, Inc. and American Express Financial Advisors Inc. is incorporated by reference to Exhibit (m)(2) to AXP Bond Fund, Inc.'s Post-Effective Amendment No. 51 to Registration Statement File No. 2-51586 filed on or about June 26, 2000. Registrant's Plan and Agreement of Distribution for Class C Shares, on behalf of AXP Growth Fund and AXP Research Opportunities Fund, differs from the one incorporated by reference only by the fact that Registrant is one executing party. (m)(6) Plan and Agreement of Distribution For Class C Shares dated January 10, 2002, between Registrant, on behalf of AXP Large Cap Equity Fund, and American Express Financial Advisors Inc. filed electronically as Exhibit (m)(4) to Registrant's Post-Effective Amendment No. 69 filed on or about March 21, 2002 is incorporated by reference. (m)(7) Plan and Agreement of Distribution For Class C Shares dated April 11, 2002 between Registrant, on behalf of AXP Large Cap Value Fund, and American Express Financial Advisors Inc., filed electronically as Exhibit (m)(6) to Registrant's Post-Effective Amendment No. 71 to Registration Statement No. 2-38355, is incorporated by reference. (m)(8) Plan and Agreement of Distribution For Class C Shares dated January 9, 2003, between Registrant, on behalf of AXP Quantitative Large Cap Equity Fund, and American Express Financial Advisors Inc. filed electronically as Exhibit (m)(8) to Registrant's Post-Effective Amendment No. 74 to Registration Statement No. 2-38355, is incorporated by reference. (n) 18f-3 Plan Amendment dated January 8, 2004, filed electronically on or about March 25, 2004 as Exhibit (n) to AXP Market Advantage Series, Inc. Post-Effective Amendment No. 32 to Registration Statement No. 33-30770 is incorporated by reference. (o) Reserved. (p)(1) Code of Ethics adopted under Rule 17j-1 for Registrant filed electronically on or about March 30, 2000 as Exhibit (p)(1) to AXP Market Advantage Series, Inc.'s Post-Effective Amendment No. 24 to Registration Statement No. 33-30770 is incorporated by reference. (p)(2) Code of Ethics adopted under Rule 17j-1 for Registrant's investment adviser and principal underwriter, dated January 2, 2004, filed electronically on or about January 12, 2004 as Exhibit (p)(2) to AXP Discovery Series, Inc. Post-Effective Amendment No. 47 to Registration Statement No. 2-72174 is incorporated by reference. (q)(1) Directors' Power of Attorney to sign Amendments to this Registration Statement, dated January 7, 2004, is filed electronically herewith. (q)(2) Officers' Power of Attorney to sign Amendments to this Registration Statement, dated Jan. 9, 2002, filed electronically as Exhibit (q)(2) to Registrant's Post-Effective Amendment No. 69 filed on or about March 21, 2002 is incorporated by reference. (q)(3) Officers' Power of Attorney to sign Amendments to this Registration Statement, dated Sept. 17, 2002, filed electronically as Exhibit (q)(3) to Registrant's Post-Effective Amendment No. 72 filed on or about Sept. 27, 2002 is incorporated by reference. (q)(4) Trustees Power of Attorney to sign Amendments to this Registration Statement, January 7, 2004, is filed electronically herewith. (q)(5) Officers' Power of Attorney to sign Amendments to this Registration Statement, dated Jan. 9, 2002, filed electronically as Exhibit (q)(4) to Registrant's Post-Effective Amendment No. 69 filed on or about March 21, 2002 is incorporated by reference. (q)(6) Officers' Power of Attorney to sign Amendments to this Registration Statement, dated Sept. 18, 2002, filed electronically as Exhibit (q)(6) to Registrant's Post-Effective Amendment No. 72 filed on or about Sept. 27, 2002 is incorporated by reference. Item 23. Persons Controlled by or Under Common Control with Registrant: None. Item 24. Indemnification The Articles of Incorporation of the registrant provide that the Fund shall indemnify any person who was or is a party or is threatened to be made a party, by reason of the fact that she or he is or was a director, officer, employee or agent of the Fund, or is or was serving at the request of the Fund as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, to any threatened, pending or completed action, suit or proceeding, wherever brought, and the Fund may purchase liability insurance and advance legal expenses, all to the fullest extent permitted by the laws of the State of Minnesota, as now existing or hereafter amended. The By-laws of the registrant provide that present or former directors or officers of the Fund made or threatened to be made a party to or involved (including as a witness) in an actual or threatened action, suit or proceeding shall be indemnified by the Fund to the full extent authorized by the Minnesota Business Corporation Act, all as more fully set forth in the By-laws filed as an exhibit to this registration statement. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Any indemnification hereunder shall not be exclusive of any other rights of indemnification to which the directors, officers, employees or agents might otherwise be entitled. No indemnification shall be made in violation of the Investment Company Act of 1940.
Item 25. Business and Other Connections of Investment Adviser (American Express Financial Corporation) Directors and officers of American Express Financial Corporation who are directors and/or officers of one or more other companies: Name and Title Other company(s) Address* Title within other company(s) - ------------------------- ----------------------- ------------------------- ----------------------- Gumer C. Alvero American Centurion Life 20 Madison Ave. Extension Director and Vice President - Annuities Vice President - General Assurance Company P.O. Box 5555 Manager Annuities Albany, NY 12205-0555 American Enterprise Life Director and Executive Insurance Company Vice President - Annuities American Express Financial Vice President - General Manager Advisors Inc. Annuities American Express Insurance Director and Vice President Agency of Alabama Inc. American Express Insurance Director and Vice President Agency of Arizona Inc. American Express Insurance Director and Vice President Agency of Idaho Inc. American Express Insurance Director and Vice President Agency of Maryland Inc. American Express Insurance Director and Vice President Agency of Massachusetts Inc. American Express Insurance Director and Vice President Agency of Nevada Inc. American Express Insurance Director and Vice President Agency of New Mexico Inc. American Express Insurance Director and Vice President Agency of Oklahoma Inc. American Express Insurance Director and Vice President Agency of Wyoming Inc. American Partners Life 1751 AXP Financial Center Director and President Insurance Company Minneapolis MN 55474 IDS Life Insurance Company Director and Executive Vice President - Annuities IDS Life Insurance Company P.O. Box 5144 Director and Vice President - Annuities of New York Albany, NY 12205 IDS Life Series Fund, Inc. Director and Chairman of the Board IDS Life Variable Annuity Manager and Chairman of the Board Funds A & B Ward D. Armstrong American Express Financial Senior Vice President - Senior Vice President - Advisors Inc. Retirement Services and Asset Retirement Services Management Group and Asset Management Group American Express Asset Director and President Management Group Inc. American Express Trust Director and Chairman of Company the Board Kenwood Capital Management LLC Manager Northwinds Marketing Manager Group LLC John M. Baker American Express Financial Vice President - Chief Client Vice President - Plan Sponsor Advisors Inc. Service Officer Services American Express Asset Vice President Management Group Inc. American Express Trust Director and Senior Vice President Company Dudley Barksdale American Express Financial Vice President - Service Vice President - Service Advisors Inc. Development Development Timothy V. Bechtold American Centurion Life 20 Madison Ave. Extension Director, President and Chief Vice President - Assurance Company P.O. Box 5555 Executive Officer Insurance Products Albany, NY 12205-0555 American Enterprise Life Director Insurance Company American Express Financial Vice President - Insurance Advisors Inc. Products American Express Insurance Director, President and Chief Agency of Alabama Inc. Executive Officer American Express Insurance Director, President and Chief Agency of Arizona Inc. Executive Officer American Express Insurance Director, President and Chief Agency of Idaho Inc. Executive Officer American Express Insurance Director, President and Chief Agency of Maryland Inc. Executive Officer American Express Insurance Director, President and Chief Agency of Massachusetts Inc. Executive Officer American Express Insurance Director, President and Chief Agency of Nevada Inc. Executive Officer American Express Insurance Director, President and Chief Agency of New Mexico Inc. Executive Officer American Express Insurance Director and President and Chief Agency of Oklahoma Inc. Executive Officer American Express Insurance Director, President and Chief Agency of Wyoming Inc. Executive Officer American Partners Life Director and Vice President-Insurance Insurance Company Products IDS Life Insurance Company Director and President IDS Life Insurance Company P.O. Box 5144 Director, President and Chief of New York Albany, NY 12205 Executive Officer IDS Life Series Fund, Inc. Director, President and Chief Executive Officer IDS Life Variable Annuity Manager, President and Chief Funds A & B Executive Officer IDS REO 1, LLC President IDS REO 2, LLC President Arthur H. Berman American Enterprise Life Director, Vice President - Finance Senior Vice President and Insurance Company Chief Financial Officer American Express Senior Vice President and Financial Advisors Inc. Chief Financial Officer American Express Director Trust Company American Partners Life Director, Vice President - Finance Insurance Company IDS Life Insurance Director, Executive Vice Company President - Finance Walter S. Berman Advisory Capital Partners LLC Treasurer Director, Senior Vice President and Treasurer Advisory Capital Strategies Treasurer Group Inc. Advisory Convertible Arbitrage LLC Treasurer Advisory Quantitative Treasurer Equity (General Partner) LLC Advisory Select LLC Treasurer American Centurion Life Vice President and Treasurer Assurance Company American Enterprise Life Treasurer Insurance Company American Enterprise REO 1, LLC Treasurer American Express Asset Management Treasurer Group, Inc. American Express Asset Management Treasurer International, Inc. American Express Director and Treasurer Certificate Company American Express Client Treasurer Service Corporation American Express Corporation Treasurer American Express Financial Director, Senior Vice President Advisors Inc. American Express Financial Vice President and Treasurer Advisors Japan Inc. American Express Insurance Treasurer Agency of Alabama Inc. American Express Insurance Treasurer Agency of Arizona Inc. American Express Insurance Treasurer Agency of Idaho Inc. American Express Insurance Treasurer Agency of Maryland Inc. American Express Insurance Treasurer Agency of Massachusetts Inc. American Express Insurance Treasurer Agency of Nevada Inc. American Express Insurance Treasurer Agency of New Mexico Inc. American Express Insurance Treasurer Agency of Oklahoma Inc. American Express Insurance Treasurer Agency of Wyoming Inc. American Express Property Treasurer Casualty Insurance Agency American Express Property Treasurer Casualty Insurance Agency of Kentucky, Inc. American Express Property Treasurer Casualty Insurance Agency of Maryland, Inc. American Express Property Treasurer Casualty Insurance Agency of Pennsylvania, Inc. American Partners Life Vice President and Treasurer Insurance Company AMEX Assurance Company Treasurer Boston Equity General Treasurer Partner LLC IDS Cable Corporation Treasurer IDS Cable II Corporation Treasurer IDS Capital Holdings Inc. Treasurer IDS Life Insurance Company Vice President and Treasurer IDS Life Insurance Company Vice President and Treasurer of New York IDS Management Corporation Treasurer IDS Partnership Services Treasurer Corporation IDS Property Casualty Treasurer Insurance Company IDS Realty Corporation Treasurer IDS REO 1, LLC Treasurer IDS REO 2, LLC Treasurer Investors Syndicate Vice President and Treasurer Development Corp. Kenwood Capital Treasurer Management LLC Robert C. Bloomer American Express Vice President - Technologies III Vice President - Financial Advisors Inc. Technologies III Leslie H. Bodell American Express Vice President - Technologies I Vice President - Financial Advisors Inc. Technologies I Kenneth I. Chenault Director Kenneth J. Ciak AMEX Assurance Company Director, President and Chief Vice President and General Executive Officer Manager - IDS Property Casualty American Express Financial Vice President and General Advisors Inc. Manager - IDS Property Casualty American Express Property Director, President and Chief Casualty Insurance Agency Executive Officer of Kentucky Inc. American Express Property Director, President and Chief Casualty Insurance Agency Executive Officer of Maryland Inc. American Express Property Director, President and Chief Casualty Insurance Agency Executive Officer of Pennsylvania Inc. IDS Property Casualty 1 WEG Blvd. Director, President and Chief Insurance Company DePere, WI 54115 Executive Officer Paul A. Connolly American Express Financial Vice President - RL HR/US Retail Vice President - Retail Advisors Inc. Distribution Services James M. Cracchiolo American Express Financial Director, Chairman of the Board, Director, Chairman of Advisors Inc. President and Chief Executive Officer the Board, President and Chief Executive Officer Threadneedle Asset Chairman of the Board Management Holdings LTD Colleen Curran American Express Financial Vice President and Vice President and Assistant Advisors Inc. Assistant General Counsel General Counsel Luz Maria Davis American Express Financial Vice President - Employee Vice President - Employee Advisors Inc. Communications Communications William V. Elliott American Express Financial Vice President - Financial Vice President - Financial Advisors Inc. Planning and Advice Planning and Advice Benjamin R. Field American Express Vice President - Finance Education & Vice President - Finance Financial Advisors Inc. Planning Services Education & Planning Services Gordon M. Fines American Express Asset Senior Vice President - Vice President - Senior Management Group Inc. Growth Spectrum Portfolio Manager I American Express Financial Vice President - Senior Advisors Inc. Portfolio Manager I Giunero Floro American Express Vice President - Creative Services Vice President - Creative Financial Advisors Inc. Services Terrence J. Flynn American Express Vice President - Brokerage Clearing Vice President - Brokerage Financial Advisors Inc. Operations Clearing Operations American Enterprise Senior Vice President Investment Services Inc. Jeffery P. Fox American Express Vice President - Investment Accounting Vice President - Financial Advisors Inc. Investment Accounting IDS Life Series, Inc. Chief Financial Officer IDS Life Variable Annuity Chief Financial Officer Funds A & B Barbara H. Fraser American Express Financial Executive Vice President - AEFA Products Executive Vice Advisors Inc. and Corporate Marketing President - Chief Marketing Officer Peter A. Gallus American Express Financial Vice President - CAO - AEFA Vice President - Investment Advisors Inc. Investment Management Administration American Express Asset Assistant Treasurer Management Group, Inc. American Express Asset Assistant Treasurer Management International, Inc. Kenwood Capital Management LLC Manager IDS Capital Holdings Inc. Vice President and Controller Steve Guida American Enterprise Vice President Vice President - New Investment Services Inc. Business and Service American Express Financial Vice President - New Advisors Inc. Business and Service Teresa A. Hanratty American Express Financial Senior Vice Senior Vice President - Advisors Inc. President - Field Management National Implementation and Field Force Growth Lorraine R. Hart AMEX Assurance Company Vice President - Vice President - Investment Investments Administration Officer American Centurion Life 20 Madison Ave. Extension Vice President - Investments Assurance Company P.O. Box 5555 Albany, NY 12205-0555 American Enterprise Life 829 AXP Financial Center Vice President - Investments Insurance Company Minneapolis, MN 55474 American Enterprise 829 AXP Financial Center Vice President REO 1, LLC Minneapolis, MN 55474 American Express Vice President - Investments Certificate Company American Express Director, President and Chief Corporation Executive Officer American Express International Vice President - Investments Deposit Company American Express Financial Vice President - Investment Advisors Inc. Administration Officer American Partners Life 1751 AXP Financial Center Vice President - Investments Insurance Company Minneapolis, MN 55474 IDS Life Insurance Company Vice President - Investments IDS Life Insurance Company P.O. Box 5144 Vice President - Investments of New York Albany, NY 12205 IDS Life Series Fund, Inc. Vice President - Investments IDS Life Variable Annuity Vice President - Investments Funds A and B IDS Property Casualty 1 WEG Blvd. Vice President - Investment Officer Insurance Company DePere, WI 54115 IDS REO 1, LLC Vice President IDS REO 2, LLC Vice President Investors Syndicate Director and Vice Development Corp. President - Investments Janis K. Heaney American Express Financial Vice President - Incentive Vice President - Incentive Advisors Inc. Management Management Brian M. Heath American Express Financial Senior Vice President - U.S. Senior Vice President - Advisors Inc. Advisor Group U.S. Advisor Group Henry Heitman American Express Financial Vice President - Brokerage Vice President - Brokerage Advisors Inc. Product Development Product Development Carol A. Holton American Centurion Life 20 Madison Ave. Extension Director, Vice President - Third Vice President - Third Party Assurance Company Albany, NY 12205-0555 Party Distribution Distribution American Enterprise Life 829 AXP Financial Center Director and President Insurance Company Minneapolis, MN 55474 American Enterprise 829 AXP Financial Center President REO 1, LLC Minneapolis, MN 55474 American Express Financial Vice President - Third Advisors Inc. Party Distribution IDS Life Insurance Company 20 Madison Ave. Extension Director and Vice President - of New York P.O. Box 5555 Third Party Distribution Albany, NY 12205-0555 Debra A. Hutchinson American Express Financial Vice President - Technologies I Vice President - Advisors Inc. Technologies I James M. Jensen American Express Financial Vice President - Advice Vice President - Advice and Advisors Inc. and Retail Distribution Retail Distribution Group, Group Product, Product, Compensation and Compensation and Field Field Administration Administration American Express Insurance Director, Vice President Agency of Alabama Inc. American Express Insurance Director, Vice President Agency of Arizona Inc. American Express Insurance Director, Vice President Agency of Idaho Inc. American Express Insurance Director, Vice President Agency of Maryland Inc. American Express Insurance Director, Vice President Agency of Massachusetts Inc. American Express Insurance Director, Vice President Agency of Nevada Inc. American Express Insurance Director, Vice President Agency of New Mexico Inc. American Express Insurance Director, Vice President Agency of Oklahoma Inc. American Express Insurance Director, Vice President Agency of Texas Inc. American Express Insurance Director, Vice President Agency of Wyoming Inc. Nancy E. Jones American Express Financial Vice President - Advisor Vice President - Advisor Advisors Inc. Marketing Marketing William A. Jones American Express Vice President - Technologies III Vice President - Financial Advisors Inc. Technologies III John C. Junek American Express Financial Senior Vice President and Senior Vice President Advisors Inc. General Counsel and General Counsel Ora J. Kaine American Express Financial Vice President - Retail Vice President - Retail Advisors Inc. Distribution Services Distribution Services Michelle M. Keeley AMEX Assurance Company Vice President-Investments Senior Vice President - Fixed Income American Centurion Life Vice President-Investments Assurance Company American Enterprise Life Vice President-Investments Insurance Company American Express Director and Senior Vice President - Asset Management Fixed Income Group, Inc. American Express Vice President-Investments Certificate Company American Express Financial Senior Vice President-Fixed Income Advisors Inc. American Partners Life Vice President-Investments Insurance Company IDS Life Insurance Company Vice President-Investments IDS Life Insurance Company Vice President-Investments of New York IDS Life Series Fund Inc. Vice President-Investments IDS Life Variable Annuity Vice President-Investments Funds A and B Claire Kolmodin American Express Financial Vice President - Strategic Vice President - Strategic Advisors Inc. Initiatives Initiatives Christopher J. Kopka Advisory Capital Partners LLC Money Laundering Prevention Officer Advisory Capital Strategies Money Laundering Group Inc. Prevention Officer Advisory Convertible Arbitrage LLC Money Laundering Prevention Officer Advisory Quantitative Money Laundering Equity (General Partner) LLC Prevention Officer Advisory Select LLC Money Laundering Prevention Officer American Enterprise Money Laundering Investment Services, Inc. Prevention Officer American Enterprise Life Money Laundering Insurance Company Prevention Officer American Express Asset Management Money Laundering Group, Inc. Prevention Officer American Express Asset Management Money Laundering International, Inc. Prevention Officer American Express Money Laundering Certificate Company Prevention Officer American Express Client Money Laundering Service Corporation Prevention Officer American Express Corporation Money Laundering Prevention Officer American Express Financial Money Laundering Advisors Inc. Prevention Officer American Express Financial Money Laundering Advisors Japan Inc. Prevention Officer American Express Insurance Money Laundering Agency of Alabama Inc. Prevention Officer American Express Insurance Money Laundering Agency of Arizona Inc. Prevention Officer American Express Insurance Money Laundering Agency of Idaho Inc. Prevention Officer American Express Insurance Money Laundering Agency of Maryland Inc. Prevention Officer American Express Insurance Money Laundering Agency of Massachusetts Inc. Prevention Officer American Express Insurance Money Laundering Agency of Nevada Inc. Prevention Officer American Express Insurance Money Laundering Agency of New Mexico Inc. Prevention Officer American Express Insurance Money Laundering Agency of Oklahoma Inc. Prevention Officer American Express Insurance Money Laundering Agency of Texas Inc. Prevention Officer American Express Insurance Money Laundering Agency of Wyoming Inc. Prevention Officer American Express Property Money Laundering Casualty Insurance Agency Prevention Officer American Express Property Money Laundering Casualty Insurance Agency Prevention Officer of Kentucky, Inc. American Express Property Money Laundering Casualty Insurance Agency Prevention Officer of Maryland, Inc. American Express Property Money Laundering Casualty Insurance Agency Prevention Officer of Mississippi, Inc. American Express Property Money Laundering Casualty Insurance Agency Prevention Officer of Pennsylvania, Inc. American Express Trust Company Money Laundering Prevention Officer American Partners Life Money Laundering Insurance Company Prevention Officer AMEX Assurance Company Money Laundering Prevention Officer Boston Equity General Money Laundering Partner LLC Prevention Officer IDS Cable Corporation Money Laundering Prevention Officer IDS Cable II Corporation Money Laundering Prevention Officer IDS Capital Holdings Inc. Money Laundering Prevention Officer IDS Insurance Agency of Utah Inc. Money Laundering Prevention Officer IDS Life Insurance Company Money Laundering Prevention Officer IDS Life Series Fund, Inc. Money Laundering Prevention Officer IDS Life Variable Annuity Money Laundering Funds A & B Prevention Officer IDS Management Corporation Money Laundering Prevention Officer IDS Partnership Services Money Laundering Corporation Prevention Officer IDS Property Casualty Money Laundering Insurance Company Prevention Officer IDS Realty Corporation Money Laundering Prevention Officer Investors Syndicate Money Laundering Development Corporation Prevention Officer Lori J. Larson American Express Financial Vice President - Advisor Vice President - Advisor Advisors Inc. Field Force Growth Active & Field Force Growth Active & Retention Retention Daniel E. Laufenberg American Express Financial Vice President and Chief Vice President and Chief Advisors Inc. U.S. Economist U.S. Economist Jane W. Lee American Express Financial Vice President and General Vice President and General Advisors Inc. Manager Platinum Financial Manager Platinum Financial Services Services Catherine M. Libbe American Express Vice President - Marketing & Product Vice President - Financial Advisors Inc. Retirement Services Marketing & Product Retirement Services Diane D. Lyngstad American Express Financial Vice President - Comp Vice President - Comp Advisors Inc. and Licensing Services and Licensing Services American Express Client Vice President and Chief Service Corporation Financial Officer Thomas A. Mahowald American Express Financial Vice President - Equity Research Vice President - Equity Advisors Inc. Research Timothy J. Masek American Express Financial Vice President - Fixed Income Research Vice President - Fixed Advisors Inc. Income Research Mark T. McGannon American Express Financial Vice President and Vice President and Advisors Inc. General Manager - Products Sales General Manager - Products Sales Brian J. McGrane American Express Vice President - Lead Financial Vice President - Financial Advisors Inc. Officer Finance Lead Financial Officer Finance Advisory Capital Partners LLC Vice President and Chief Financial Officer Advisory Capital Vice President and Chief Financial Strategies Group Inc. Officer Advisory Convertible Vice President and Chief Financial Arbitrage LLC Officer Advisory Quantitative Equity Vice President and Chief Financial (General Partner) LLC Officer Advisory Select LLC Vice President and Chief Financial Officer American Express Asset Vice President and Chief Financial Management Group Inc. Officer American Express Vice President and Chief Financial Certificate Company Officer Boston Equity General Vice President and Chief Financial Partner LLC Officer Sarah M. McKenzie American Express Financial Vice President - Vice President - Advisors Inc. Managed and Brokerage Products Managed and Brokerage Products American Express Personal Director Trust Services, FSB Paula R. Meyer American Express Financial Senior Vice President and General Senior Vice President Advisors Inc. Manager - Mutual Funds and General Manager - Mutual Funds American Express Certificate Director, President Chairman of the Company Board and Chief Executive Officer American Express Director and President International Deposit Company American Express Director Trust Company Investors Syndicate Director, President and Chief Development Corp. Executive Officer Rebecca A. Nash American Express Financial Vice President - Vice President - Corporation Service Operations Service Operations AMEX Assurance Company Vice President - Service Operations IDS Property Casualty Vice President - Insurance Company Service Operations Roger Natarajan American Enterprise Life Director Vice President - Finance Insurance Company American Express Financial Vice President - Finance Advisors Inc. American Express Financial Vice President - Finance Corporation American Partners Life Director Insurance Company IDS Life Insurance Company Director Francois B. Odouard American Express Financial Vice President - Brokerage Vice President - Advisors Inc. Brokerage Michael J. O'Keefe American Express Financial Vice President - Advisory Vice President - Advisory Advisors Inc. Business Systems Business Systems Kristi L. Petersen American Express Asset Vice President and Assistant Secretary Vice President - SPS and Management Group Inc. External Products American Express Financial Vice President - SPS and Advisors Inc. External Products IDS Cable Corporation Director, President and Chief Executive Officer IDS Cable II Corporation Director, President and Chief Executive Officer IDS Futures Corporation Director, President and Chief Executive Officer IDS Management Corporation Director, President and Chief Executive Officer IDS Partnership Services Director, President and Chief Executive Corporation Officer IDS Realty Corporation Director, President and Chief Executive Officer Teresa J. Rasmussen American Express Financial Vice President and Vice President and Assistant Advisors Inc. Assistant General Counsel General Counsel American Centurion Life Counsel and Assistant Secretary Assurance Company American Express Corporation Vice President IDS Life Insurance Company Vice President, General Counsel and Assistant Secretary IDS Life Insurance Company 20 Madison Ave. Extension Assistant General Counsel and of New York Albany, NY 12205-0555 Assistant Secretary American Partners Vice President and General Counsel Life Insurance Company Mark A. Riordan American Express Vice President - Finance Vice President - Finance Financial Advisors Inc. Emerging Technologies Emerging Technologies ReBecca K. Roloff American Express Financial Senior Vice President - GFS Senior Vice President - Advisors Inc. GFS Andrew C. Schell American Express Financial Vice President - Strategy Vice President - Strategy Advisors Inc. and Planning and Planning Mark E. Schwarzmann Director Gary A. Scott American Express Vice President - Client Acquisition Vice President - Financial Advisors Inc. Marketing and Services Client Acquisition Marketing and Services Jacqueline M. Sinjem American Express Financial Vice President Vice President - Plan Advisors Inc. Sponsor Services American Express Trust Vice President Company Bridget Sperl American Enterprise Director, President and Chief Senior Vice President - Investment Services Inc. Executive Officer Client Service Organization American Express Client Director and Senior Vice President Service Corporation American Express Financial Senior Vice President - Advisors Inc. Client Service Organization IDS Life Insurance Company Executive Vice President - Client Service IDS Property Casualty Director Insurance Company Lisa A. Steffes American Express Financial Vice President - Marketing Vice President - Marketing Advisors Inc. Officer Development Officer Development AMEX Assurance Company Director IDS Property Casualty 1 WEG Blvd. Director Insurance Company DePere, WI 54115 David K. Stewart American Express Vice President - AEFA Controller Vice President - Financial Advisors Inc. and Treasurer AEFA Controller and Treasurer American Enterprise Treasurer Investment Services, Inc. Caroline Stockdale-Boon American Express Senior Vice President - Senior Vice President - Financial Advisors Inc. Human Resources Human Resources Jeffrey J. Stremcha American Express Financial Vice President - Technologies I Vice President - Advisors Inc. Technologies I John T. Sweeney American Express Financial Vice President - Lead Vice President - Lead Advisors Inc. Financial Officer, Products Group Financial Officer - Products Group AMEX Assurance Company Director IDS Cable Corporation Director IDS Cable II Corporation Director IDS Partnership Director Services Corporation IDS Property Casualty Director Insurance Company IDS Realty Corporation Director William F. "Ted" Truscott Advisory Capital Strategies Director Senior Vice President and Group Inc. Chief Investment Officer American Express Asset Director and Chairman of the Board, Management Group Inc. Chief Investment Officer American Express Asset Director Management International Inc. American Express Financial Senior Vice President and Advisors Inc. Chief Investment Officer IDS Capital Holdings Inc. Director and President Kenwood Capital Management LLC Manager Northwinds Marketing Group LLC Manager George F. Tsafaridis American Express Vice President - Quality & Service Vice President - Financial Advisors Inc. Support Quality & Service Support Peter S. Velardi American Express Senior Vice President - Field Management Senior Vice President - Financial Advisors Inc. Field Management Andrew O. Washburn American Express Vice President - Mutual Fund Marketing Vice President - Financial Advisors Inc. Mutual Fund Marketing Beth E. Weimer American Express Financial Vice President and Chief Vice President and Advisors Inc. Compliance Officer Chief Compliance Officer American Enterprise Chief Compliance Officer Investment Services Inc. American Express Asset Chief Compliance Officer Management Group Inc. American Express Asset Chief Compliance Officer Management International Inc. IDS Life Insurance Company Chief Compliance Officer Jeffery A. Williams American Express Financial Senior Vice President - Senior Vice President - Advisors Inc. Cross-Sell/Strategic Cross-Sell/Strategic Management Management William J. Williams American Express Senior Vice President - Field Management Senior Vice President - Financial Advisors Inc. Field Management Dianne L. Wilson American Express Vice President - Insurance Operations Vice President - Financial Advisors Inc. Insurance Operations Amex Assurance Company Director and Senior Vice President American Express Property Vice President Casualty Insurance Agency of Kentucky Inc. American Express Property Vice President Casualty Insurance Agency of Maryland Inc. American Express Property Vice President Casualty Insurance Agency of Pennsylvania Inc. IDS Property Casualty Company Director and Senior Vice President Michael D. Wolf American Express Asset Executive Vice President Vice President and Senior Management Group Inc. Portfolio Manager American Express Financial Vice President and Senior Advisors Inc. Portfolio Manager Michael R. Woodward American Express Financial Senior Vice President - Senior Vice President - Advisors Inc. Field Management Field Management American Centurion Life 20 Madison Ave. Extension Director Assurance Company Albany, NY 12205-0555 IDS Life Insurance Company P.O. Box 5144 Director of New York Albany, NY 12205 * Unless otherwise noted, address is 70100 AXP Financial Center, Minneapolis, MN 55474.
Item 26. Principal Underwriters. (a) American Express Financial Advisors acts as principal underwriter for the following investment companies: AXP California Tax-Exempt Trust; AXP Dimensions Series, Inc.; AXP Discovery Series, Inc.; AXP Equity Series, Inc.; AXP Fixed Income Series, Inc.; AXP Global Series, Inc.; AXP Government Income Series, Inc.; AXP Growth Series, Inc.; AXP High Yield Income Series, Inc.; AXP High Yield Tax-Exempt Series, Inc.; AXP Income Series, Inc.; AXP International Series, Inc.; AXP Investment Series, Inc.; AXP Managed Series, Inc.; AXP Market Advantage Series, Inc.; AXP Money Market Series, Inc.; AXP Partners Series, Inc.; AXP Partners International Series, Inc.; AXP Progressive Series, Inc.; AXP Sector Series, Inc.; AXP Selected Series, Inc.; AXP Special Tax-Exempt Series Trust; AXP Stock Series, Inc.; AXP Strategy Series, Inc.; AXP Tax-Exempt Series, Inc.; AXP Tax-Free Money Series, Inc.; Growth Trust; Growth and Income Trust; Income Trust; Tax-Free Income Trust; World Trust; American Express Certificate Company. (b) As to each director, officer or partner of the principal underwriter: Name and Principal Position and Offices with Offices with Registrant Business Address* Underwriter Gumer C. Alvero Vice President - General None Manager Annuities Ward D. Armstrong Senior Vice President - None Retirement Services and Asset Management Group John M. Baker Vice President - Chief None Client Service Officer Dudley Barksdale Vice President - Service None Development Timothy V. Bechtold Vice President - None Insurance Products Arthur H. Berman Senior Vice President and Chief None Financial Officer Walter S. Berman Senior Vice President None Robert C. Bloomer Vice President - Technologies III None Leslie H. Bodell Vice President - Technologies I None Rob Bohli Group Vice President - None 10375 Richmond Avenue #600 South Texas Houston, TX 77042 Walter K. Booker Group Vice President - None 61 South Paramus Road New Jersey Mack-Cali Office Center IV, 3rd Floor Paramus, NJ 07652 Bruce J. Bordelon Group Vice President - None 1333 N. California Blvd., Northern California Suite 200 Walnut Creek, CA 94596 Randy L. Boser Vice President - Mutual Fund None Business Development Kenneth J. Ciak Vice President and None IDS Property Casualty General Manager - IDS 1400 Lombardi Avenue Property Casualty Green Bay, WI 54304 Martin T. Cole Group Vice President - Southwest None Paul A. Connolly Vice President - RL HR/US Retail None James M. Cracchiolo Director, Chairman of the Board None and Chief Executive Officer Colleen Curran Vice President and None Assistant General Counsel Luz Maria Davis Vice President - Employee None Communications Arthur E. DeLorenzo Group Vice President - None 4 Atrium Drive, #100 Upstate New York/Vermont Albany, NY 12205 Scott M. DiGiammarino Group Vice President - None Suite 500, 8045 Leesburg Washington D.C./Baltimore Pike Vienna, VA 22182 Paul James Dolan Vice President - CAO Product Sales Kenneth Dykman Group Vice President - None 6000 28th Street South East Greater Michigan Suite 200 Grand Rapids, MI 49546 William V. Elliot Vice President - Financial None Planning and Advice Benjamin R. Field Vice President - Finanace None Education and Planning Services Gordon M. Fines Vice President - Senior None Portfolio Manager I Giunero Floro Vice President - Creative None Services Terrence J. Flynn Vice President - Brokerage None Clearing Operations Jeffrey P. Fox Vice President - Investment Treasurer Accounting Barbara H. Fraser Executive Vice President - None AEFA Products and Corporate Marketing Peter A. Gallus Vice President - CAO - AEFA None Investment Management Gary W. Gassmann Group Vice President - None 2677 Central Park Boulevard Detroit Metro Suite 350 Southfield, MN 48076 John C. Greiber Group Vice President - None Minnesota/Iowa Steven Guida Vice President - None New Business and Service Teresa A. Hanratty Senior Vice President - None Suites 6&7 Field Management 169 South River Road Bedford, NH 03110 Lorraine R. Hart Vice President - Fixed Income None Investments Administration Officer Janis K. Heaney Vice President - None Incentive Management Brian M. Heath Senior Vice President - None Suite 150 Advisor Group 801 E. Campbell Road Richardson, TX 75081 Jon E. Hjelm Group Vice President - None 655 Metro Place South Ohio Valley Suite 570 Dublin, OH 43017 David X. Hockenberry Group Vice President - None 830 Crescent Centre Drive Mid South Suite 490 Franklin, TN 37067-7217 Carol A. Holton Vice President - Third None Party Distribution Debra A. Hutchinson Vice President - Technologies I None Diana R. Iannarone Group Vice President - None 3030 N.W. Expressway Great Plains Suite 900 Oklahoma City, OK 73112 Theodore M. Jenkin Group Vice President - None 6000 Freedom Square Drive Steel Cities Suite 300 Cleveland, OH 44131 James M. Jensen Vice President - None Compensation and Licensing Services Jody M. Johnson Group Vice President - None Twin Cities Metro Nancy Jones Vice President - Advisor None Marketing William A. Jones Vice President - Technologies III None John C. Junek Senior Vice President and None General Counsel Ora J. Kaine Vice President - None Retail Distribution Services Michelle M. Keeley Senior Vice President - None Fixed Income Raymond G. Kelly Group Vice President - None Suite 250 Northern Texas 801 East Campbell Road Richardson, TX 75081 Claire Kolmodin Vice President - Strategic None Initiatives Christopher J. Kopka Money Laundering Prevention Non Officer Mitre Kutanovski Group Vice President - None 125 South Wacker Drive Chicago Metro Suite 1550 Chicago, IL 60606 Lori J. Larson Vice President - Advisor None Field Force Growth and Retention Daniel E. Laufenberg Vice President and Chief None U.S. Economist Jane W. Lee Vice President - General None Manager Platinum Financial Services Catherine M. Libbe Vice President - Marketing None & Product Services Diane D. Lyngstad Vice President - Comp and None Licensing Services Thomas A. Mahowald Vice President and Director of None Equity Research Timothy J. Masek Vice President - None Fixed Income Research Mark T. McGannon Vice President and General None Manager - Products Sales Brian J. McGrane Vice President - LFO Finance None Dean O. McGill Group Vice President - None 11835 W. Olympic Blvd Los Angeles Metro Suite 900 East Los Angeles, CA 90064 Sarah M. McKenzie Vice President - Managed and None Brokerage Products Timothy S. Meehan Secretary None Penny Meier Vice President - Business None Transformation/Six Sigma Paula R. Meyer Senior Vice President and President General Manager - Mutual Funds Holly Morris Senior Vice President - None Technologies Rebecca Nash Vice President - Service Non Operations Roger Natarnjan Vice President - Finance None Thomas V. Nicolosi Group Vice President - None Suite 220 New York Metro Area 500 Mamaroneck Ave. Harrison, NY 10528 Patrick H. O'Connell Group Vice President - None Commerce Center One Southern New England 333 East River Hartford, CT 06108-4200 Francois B. Odouard Vice President - Brokerage None Michael J. O'Keefe Vice President - None Advisory Business Systems Kristi L. Petersen Vice President - ONE Account None and Cash John G. Poole Group Vice President - None 14755 North Outer Forty Road Gateway/Springfield Suite 500 Chesterfield, MO 63017 Larry M. Post Group Vice President - None 2 Constitution Plaza New England Charlestown, MA 02129 Teresa J. Rasmussen Vice President and None Assistant General Counsel Michael J. Rearden Group Vice President - None Southern Florida Ralph D. Richardson III Group Vice President - None Suite 800 Carolinas Arboretum Plaza One 9442 Capital of Texas Hyw. N. Austin, TX 78759 ReBecca K. Roloff Senior Vice President - None GFS Maximillian G. Roth Group Vice President - None 1400 Lombardi Avenue Wisconsin/Upper Michigan Suite 202 Green Bay, WI 54304 Russell L. Scalfano Group Vice President - None Suite 201 Illinois/Indiana/Kentucky 101 Plaza East Blvd. Evansville, IN 47715 Andrew C. Schell Vice President - Strategy None and Planning Mark E. Schwarzmann Senior Vice President - None Insurance and Annuities Gary A. Scott Vice President - Client None Acquisition Marketing and Services Jacqueline M. Sinjem Vice President - Plan None Sponsor Services Albert L. Soule Group Vice President - None 6925 Union Park Center Western Frontier Suite 200 Midvale, UT 84047 Bridget Sperl Senior Vice President - None Client Service Organization Paul J. Stanislaw Group Vice President - None Suite 1100 Southern California/Hawaii Two Park Plaza Irvine, CA 92614 Lisa A. Steffes Vice President - None Marketing Officer Development David K. Stewart Vice President - AEFA Controller None and Treasurer Caroline Stockdale-Boon Senior Vice President - None Human Resources Jeffrey J. Stremcha Vice President - Technologies I None John T. Sweeney Vice President - Lead Financial None Officer, Products Group Joe Sweeney Senior Vice President, None General Manager - U.S. Brokerage and Membership Banking Craig P. Taucher Group Vice President - None Suite 150 Georgia/North Florida 4190 Belfort Rd. Jackonville, FL 32216 Neil G. Taylor Group Vice President - None 188 106th Avenue NE Pacific Northwest Suite 640 Bellevue, WA 98004-5902 William F. "Ted" Truscott Senior Vice President - Board member and Chief Investment Officer Vice President George F. Tsafaridis Vice President - Quality & None Service Support Janet M. Vandenbark Group Vice President - None 3951 Westerre Parkway, Suite 250 Virginia Richmond, VA 23233 Ramanathan Venkatabamanan Vice President - Technologies III None Peter S. Velardi Senior Vice President - None Field Management Andrew O. Washburn Vice President - None Mutual Fund Marketing Donald F. Weaver Group Vice President - None 3500 Market Street, Eastern Pennsylvania/ Suite 200 Delaware Camp Hill, PA 17011 Beth E. Weimer Vice President and None Chief Compliance Officer Phil Wentzel Vice President - Finance None Jeffrey A. Williams Senior Vice President - None Cross-Sell/Strategic Management William J. Williams Senior Vice President - None Field Management Dianne L. Wilson Vice President - Insurance None Operations Gayle W. Winfree Group Vice President - None Delta States Michael D. Wolf Vice President - Equity Senior None Portfolio Manager Abraham L. Wons Vice President - Investments Risk None Management Michael R. Woodward Senior Vice President - None 32 Ellicott St Field Management Suite 100 Batavia, NY 14020
* Business address is: 70100 AXP Financial Center, Minneapolis, MN 55474 unless otherwise noted. Item 26 (c). Not Applicable. Item 27. Location of Accounts and Records American Express Financial Corporation 70100 AXP Financial Center Minneapolis, MN 55474 Item 28. Management Services Not Applicable. Item 29. Undertakings Not Applicable. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, AXP Growth Series, Inc. certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis and State of Minnesota on the 26th day of May, 2004. AXP GROWTH SERIES, INC. By /s/ Paula R. Meyer ---------------------- Paula R. Meyer, President By /s/ Jeffrey P. Fox --------------------- Jeffrey P. Fox, Treasurer Pursuant to the requirements of the Securities Act, this Amendment to its Registration Statement has been signed below by the following persons in the capacities indicated on the 26th day of May, 2004. Signature Capacity /s/ Arne H. Carlson* Chair of the Board - --------------------- Arne H. Carlson /s/ Philip J. Carroll, Jr.* Director - ---------------------------- Philip J. Carroll, Jr. /s/ Livio D. DeSimone* Director - ----------------------- Livio D. DeSimone /s/ Barbara H. Fraser* Director - ------------------------ Barbara H. Fraser /s/ Heinz F. Hutter* Director - ---------------------- Heinz F. Hutter /s/ Anne P. Jones* Director - ------------------- Anne P. Jones /s/ Stephen R. Lewis, Jr.* Director - ----------------------------- Stephen R. Lewis, Jr. /s/ Alan K. Simpson* Director - --------------------- Alan K. Simpson /s/ Alison Taunton-Rigby* Director - --------------------------- Alison Taunton-Rigby /s/ William F. Truscott* Director - ------------------------- William F. Truscott * Signed pursuant to Directors' Power of Attorney, dated January 7, 2004, filed electronically herewith as Exhibit (q)(1) to Registrant's Post-Effective Amendment No. 78 to Registration Statement No. 2-38355, by: /s/ Leslie L. Ogg - ----------------- Leslie L. Ogg SIGNATURES Pursuant to the requirements of the Securities Act and the Investment Company Act, GROWTH TRUST consents to the filing of this Amendment to the Registration Statement of AXP Growth Series, Inc. signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis and State of Minnesota on the 26th day of May, 2004. GROWTH TRUST By /s/ Paula R. Meyer ---------------------- Paula R. Meyer, President By /s/ Jeffrey P. Fox ------------------- Jeffrey P. Fox, Treasurer Pursuant to the requirements of the Securities Act, this Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on the 26th day of May, 2004. Signature Capacity /s/ Arne H. Carlson** Chair of the Board - --------------------- Arne H. Carlson /s/ Philip J. Carroll, Jr.** Trustee - ---------------------------- Philip J. Carroll, Jr. /s/ Livio D. DeSimone** Trustee - ----------------------- Livio D. DeSimone /s/ Barbara H. Fraser** Trustee - ------------------------ Barbara H. Fraser /s/ Heinz F. Hutter** Trustee - ---------------------- Heinz F. Hutter /s/ Anne P. Jones** Trustee - ------------------- Anne P. Jones /s/ Stephen R. Lewis, Jr.** Trustee - ----------------------------- Stephen R. Lewis, Jr. /s/ Alan K. Simpson** Trustee - --------------------- Alan K. Simpson /s/ Alison Taunton-Rigby** Trustee - --------------------------- Alison Taunton-Rigby /s/ William F. Truscott** Trustee - ------------------------- William F. Truscott ** Signed pursuant to Trustees' Power of Attorney, dated Jan. 7, 2004, filed electronically herewith as Exhibit (q)(4) to Registrant's Post-Effective Amendment No. 78 to Registration Statement No. 2-38355, by: /s/ Leslie L. Ogg - ------------------ Leslie L. Ogg CONTENTS OF THIS POST-EFFECTIVE AMENDMENT NO. 78 TO REGISTRATION STATEMENT NO. 2-38355 This Post-Effective Amendment contains the following papers and documents: The facing sheet. Part A and Part B. Class I Supplement for AXP Quantitative Large Cap Equity Fund prospectus and Statement of Additional Information. Part C. Other information. The signatures. EX-99 2 exindex.txt EXHIBIT INDEX EXHIBIT INDEX (i) Opinion and Consent of Counsel as to the legality of the securities being registered. (j) Independent Auditors' Consent. (q)(1) Directors' Power of Attorney to sign Amendments to this Registration Statement, dated January 7, 2004. (q)(4) Trustees Power of Attorney to sign Amendments to this Registration Statement, January 7, 2004. EX-99.I OPIN COUNSEL 3 i-opincon.txt OPINION AND CONSENT OF COUNSEL May 26, 2004 AXP Growth Series, Inc. 50606 AXP Financial Center Minneapolis, Minnesota 55474 Gentlemen: I have examined the Articles of Incorporation and the By-Laws of AXP Growth Series, Inc. (the Company) and all necessary certificates, permits, minute books, documents and records of the Company, and the applicable statutes of the State of Minnesota, and it is my opinion that the shares sold in accordance with applicable federal and state securities laws will be legally issued, fully paid, and nonassessable. This opinion may be used in connection with the Post-Effective Amendment. Sincerely, /s/ Leslie L. Ogg - ------------------ Leslie L. Ogg Attorney at Law 901 S. Marquette Ave., Suite 2810 Minneapolis, MN 55402-3268 EX-99.J AUD CONSENT 4 j-audcon.txt INDEPENDENT AUDITORS' CONSENT Independent auditors' consent - ---------------------------------------------------------------------- The board and shareholders AXP Growth Series, Inc.: AXP Quantitative Large Cap Equity Fund We consent to the use of our report and to the references to our Firm under the headings "Financial Highlights" in Part A and "Independent Auditors" in Part B of the Registration Statement incorporated herein by reference. /s/ KPMG LLP - -------------- KPMG LLP Minneapolis, Minnesota May 26, 2004 EX-99.Q1 PWR OF ATTY 5 q1-poa.txt DIRECTORS' POWER OF ATTORNEY DIRECTORS/TRUSTEES POWER OF ATTORNEY City of Minneapolis State of Minnesota Each of the undersigned, as directors and trustees of the below listed open-end, diversified investment companies that previously have filed registration statements and amendments thereto pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940 with the Securities and Exchange Commission: 1933 Act 1940 Act Reg. Number Reg. Number AXP Fixed Income Series, Inc. 2-51586 811-2503 AXP California Tax-Exempt Trust 33-5103 811-4646 AXP Discovery Series, Inc. 2-72174 811-3178 AXP Equity Series, Inc. 2-13188 811-772 AXP High Yield Income Series, Inc. 2-86637 811-3848 AXP Government Income Series, Inc. 2-96512 811-4260 AXP Global Series, Inc. 33-25824 811-5696 AXP Growth Series, Inc. 2-38355 811-2111 AXP High Yield Tax-Exempt Series, Inc. 2-63552 811-2901 AXP International Series, Inc. 2-92309 811-4075 AXP Investment Series, Inc. 2-11328 811-54 AXP Managed Series, Inc. 2-93801 811-4133 AXP Market Advantage Series, Inc. 33-30770 811-5897 AXP Money Market Series, Inc. 2-54516 811-2591 AXP Dimensions Series, Inc. 2-28529 811-1629 AXP Selected Series, Inc. 2-93745 811-4132 AXP Progressive Series, Inc. 2-30059 811-1714 AXP Income Series, Inc. 2-10700 811-499 AXP Special Tax-Exempt Series Trust 33-5102 811-4647 AXP Stock Series, Inc. 2-11358 811-498 AXP Strategy Series, Inc. 2-89288 811-3956 AXP Tax-Exempt Series, Inc. 2-57328 811-2686 AXP Tax-Free Money Series, Inc. 2-66868 811-3003 AXP Sector Series, Inc. 33-20872 811-5522 AXP Partners Series, Inc. 333-57852 811-10321 AXP Partners International Series, Inc. 333-64010 811-10427 AXP Variable Portfolio-Partners Series, Inc 333-61346 811-10383 AXP Variable Portfolio-Investment Series, Inc. 2-73115 811-3218 AXP Variable Portfolio-Managed Series, Inc. 2-96367 811-4252 AXP Variable Portfolio-Money Market Series, Inc. 2-72584 811-3190 AXP Variable Portfolio-Income Series, Inc. 2-73113 811-3219 hereby constitutes and appoints Arne H. Carlson, any other member of the Boards who is not an interested person of the investment manager, and Leslie L. Ogg or any one of these persons individually, as her or his attorney-in-fact and agent, to sign for her or him in her or his name, place and stead any and all further amendments to said registration statements filed pursuant to said Acts and any rules and regulations thereunder, and to file such amendments with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting to either of them the full power and authority to do and perform each and every act required and necessary to be done in connection therewith. Dated the 7th day of January, 2004. /s/ Arne H. Carlson /s/ Stephen R. Lewis, Jr. - ---------------------------- ---------------------------- Arne H. Carlson Stephen R. Lewis, Jr. /s/ Philip J. Carroll, Jr. /s/ Alan G. Quasha - ---------------------------- ---------------------------- Philip J. Carroll, Jr. Alan G. Quasha /s/ Livio D. DeSimone /s/ Stephen W. Roszell - ---------------------------- ---------------------------- Livio D. DeSimone Stephen W. Roszell /s/ Barbara H. Fraser /s/ Alan K. Simpson - ---------------------------- ---------------------------- Barbara H. Fraser Alan K. Simpson /s/ Heinz F. Hutter /s/ Alison Taunton-Rigby - ---------------------------- ---------------------------- Heinz F. Hutter Alison Taunton-Rigby /s/ Anne P. Jones /s/ William F. Truscott - ---------------------------- ---------------------------- Anne P. Jones William F. Truscott EX-99.Q4 PWR OF ATTY 6 q4-trusteespoa.txt TRUSTEES POWER OF ATTORNEY TRUSTEES POWER OF ATTORNEY City of Minneapolis State of Minnesota Each of the undersigned, as trustees of the below listed open-end, diversified investment companies that previously have filed registration statements and amendments thereto pursuant to the requirements of the Investment Company Act of 1940 with the Securities and Exchange Commission: 1940 Act Reg. Number Growth Trust 811-07395 Growth and Income Trust 811-07393 Income Trust 811-07307 Tax-Free Income Trust 811-07397 World Trust 811-07399 hereby constitutes and appoints Arne H. Carlson, any other member of the Boards who is not an interested person of the investment manager, and Leslie L. Ogg or any one of these persons individually, as her or his attorney-in-fact and agent, to sign for her or him in her or his name, place and stead any and all further amendments to said registration statements filed pursuant to said Act and any rules and regulations thereunder, and to file such amendments with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting to either of them the full power and authority to do and perform each and every act required and necessary to be done in connection therewith. Dated the 7th day of January, 2004. /s/ Arne H. Carlson /s/ Stephen R. Lewis, Jr. - ---------------------------- ---------------------------- Arne H. Carlson Stephen R. Lewis, Jr. /s/ Philip J. Carroll, Jr. /s/ Alan G. Quasha - ---------------------------- ---------------------------- Philip J. Carroll, Jr. Alan G. Quasha /s/ Livio D. DeSimone /s/ Stephen W. Roszell - ---------------------------- ---------------------------- Livio D. DeSimone Stephen W. Roszell /s/ Barbara H. Fraser /s/ Alan K. Simpson - ---------------------------- ---------------------------- Barbara H. Fraser Alan K. Simpson /s/ Heinz F. Hutter /s/ Alison Taunton-Rigby - ---------------------------- ---------------------------- Heinz F. Hutter Alison Taunton-Rigby /s/ Anne P. Jones /s/ William F. Truscott - ---------------------------- ---------------------------- Anne P. Jones William F. Truscott -----END PRIVACY-ENHANCED MESSAGE-----